Command Capital Inc. Announces Completion of Private Placement.CALGARY, ALBERTA--(BUSINESS WIRE)--March 17, 1998--Command Capital(Alberta Stock Exchange Alberta Stock Exchange See Canadian Venture Exchange (CDNX). :CDT CDT abbr. Central Daylight Time CDT Central Daylight Time CDT n abbr (US) (= Central Daylight Time) → hora de verano del centro; (BRIT .) Command Capital Inc. ("Command") a junior capital pool company listed on The Alberta Stock Exchange (the "ASE (Adaptive Server Enterprise) A relational DBMS from Sybase that runs on Windows NT/2000, Linux and a variety of Unix platforms. ASE is a comprehensive and robust data management product with a long history dating back to the late 1980s. ") under the trading symbol Trading symbol See: Ticker symbol "CDT", is pleased to announce that on March 13, 1998, Command and Wolverton Securities Ltd. completed an initial closing of a private placement of special warrants which raised proceeds to Command of $818,000. The private placement of special warrants was made pursuant to an Offering Memorandum Offering Memorandum A legal document stating the objectives, risks, and terms of investment involved with a private placement. Notes: The private placement of hedge funds necessitates the issue of memorandums. dated January 30, 1998 which provides for a maximum offering of 1,300,000 special warrants at $0.70 per special warrant for gross proceeds of $910,000. Each special warrant is exercisable into one common share of Command at no additional cost expiring on the earlier of 5 days after a receipt has been obtained from the Alberta Securities Commission for a final prospectus Final Prospectus A legal document stating the price of a newly issued security, the delivery date, and other facts that are important for investors. Notes: The final prospectus must be given to every investor who purchases a new issue of registered securities. in respect of the distribution of the common shares underlying the special warrants or 1 year from the initial closing date of March 13, 1998. In the event a receipt for a final prospectus is not obtained within 180 days of the initial closing date, each special warrant is exercisable, at no additional cost, into 1.1 common shares of Command. Command used the proceeds of the special warrant private placement, together with other funds on hand to complete the acquisition of all of the issued and outstanding shares of Military International Limited ("MIL") and Markland Millennium Inc. ("MMI (Man Machine Interface) See HMI. 1. MMI - Man-Machine Interface. 2. (company) MMI - The company which developed the first Programmable Array Logic devices. MMI was bought by AMD. "). The acquisition of MIL and MMI was completed on March 13, 1998. The purchase price for the acquisition of MIL and MMI was satisfied by the payment of $1,000,000 cash, the issuance on closing of 2,480,000 performance escrowed shares Escrowed Shares Shares held in an escrow account and in most cases cannot be traded or transfered until certain circumstances like time horizon have been reached. The use of escrow for holding shares is often done during acquisitions and for performance-based executive incentives. , and the reservation of 4,800,000 common shares to be issued based on future net profits of MIL. MIL was founded in 1989 by Ron Quigley and Stuart Henley. MIL's business is the design, manufacture and marketing of state-of-the-art technology for land mine/ordnance detection and land mine simulation. MIL's products are represented in 17 countries worldwide. MMI was founded in 1996 in order to pursue marketing opportunities for certain MIL products in the United States. Upon completion of the Major Transaction, MIL and MMI are now both wholly-owned subsidiaries of Command. It is the intention of the Board of Directors of Command to proceed to amalgamate Command and MIL under the name Military International Limited in the near future. MMI will remain a wholly-owned subsidiary. The acquisition of MIL and MMI as the Major Transaction for Command was approved by the "majority of the minority" shareholders of Command at the shareholders meeting held on February 25, 1998. The special warrant private placement also received shareholder approval at that meeting. The Major Transaction and special warrant private placement are more fully described in the Information Circular Information Circular A document sent to shareholders outlining important matters to be discussed at the annual shareholders' meeting. Notes: Sent along with a proxy, the information circular may cover matters such as the election of the Board of Directors, possible of Command dated January 21, 1998. The completion of the Major Transaction as described above is subject to final approval from the ASE. Upon completion of the Major Transaction, Stuart Henley, Denis Denis, king of Portugal: see Diniz. Iffla, Peter Wright and Christian Wutzke became directors of Command. The directors of Command who were elected at the shareholders meeting of February 25, 1998 to hold office until the next annual meeting consists of Ron Quigley, Stuart Henley, Peter Wright, Denis Iffla, Gerard Black, Andrew Wotherspoon, Colleen Marte, Robert Maitland and Christian Wutzke. In addition, upon completion of the Major Transaction, Gerard Black, resigned as President and Ron Quigley was appointed President and Andrew Wotherspoon resigned as Chief Financial Officer and Gerard Black was appointed Chief Financial Officer. THE ALBERTA STOCK EXCHANGE HAS NEITHER APPROVED NOR DISAPPROVED THE INFORMATION CONTAINED HEREIN. CONTACT: Command Capital Inc. Gerard Black, 403/237-9996 |
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